FORM OF COMPLIANCE CERTIFICATE To: Bank of … · FORM OF COMPLIANCE CERTIFICATE ... for the sole or primary purpose of ... (the "Agent") This Compliance Certificate is furnished

FORM OF COMPLIANCE CERTIFICATE (2012 Term Loan)

To: Bank of America, N.A. (the "Bank")

This Compliance Certificate is furnished pursuant to the Term Loan Agreement dated as of June 27, 2012, as modified by the First Amendment to Term Loan Agreement dated May 14, 2014 and the Second Amendment to Term Loan Agreement dated as of June 23, 2014 (as further amended, modified, renewed or extended from time to time, the "Agreement") between Bank of America, N.A. (the "Bank") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the Treasurer of the Corporation.

2. This Compliance Certificate is provided with respect to the fiscal quarter ending on December 31, 2014 (the "Relevant Period").

3. The unaudited financial statements referred to in Section 7.1(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Bank and the quarterly financial statements previously furnished to the Bank pursuant to Section 7.1(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.

4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:

The following Defaults exist, and with respect to each such Default I have described in detail the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking, or proposes to take to correct or remedy such Default:

None ---------------------------------------------------

5. In accordance with Section 7.1(ii)(2)(iv) of the Agreement, I certify on behalf of the

Corporation that the Credit Group is in compliance with the financial covenants in Section 7.19 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of

December 31, 2014, for the Relevant Period:

(a) [Pursuant to Section 7.19(a), the Historical Debt Service Coverage Ratio as of

December 31, 2015 is 7.72, for the 12-month period then ended.][Pursuant to Section 7.19(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.

1483577.02

(b) Annex I attached hereto sets forth financial data and computations evidencing the

Credit Group's compliance with the above covenants of the Agreement, all of which data and

computations are true, complete and correct.

The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 30th day of March, 2015.

SSM HEALTH CARE CORPORATION

By: 2~· ~~~ Yame: Kris A?'z~ffilr Its: Treasurer

1483577.02

2

ANNEX I TO COMPLIANCE CERTIFICATE

SSM HEALTH CORPORATION

COMPL~NCECALCULATIONS

FOR CONTINUING COVENANT AGREEMENT DATED AS OF MAY 1, 2014

CALCULATIONS AS OF DECEMBER 31 ,2014.

A. Historical Debt Service Coverage Ratio of the Credit Group (Section 7.19(a))

1 Income Available for Debt Service

2 Debt Service Requirements on Funded Indebtedness

3 Ratio of Line A 1 to Line A2

4 Line A3 must be greater than or equal to

5 The Credit Group is in compliance (circle yes or no)

B. Days Cash on Hand Ratio of the Credit Group (Section 7.19(b))

$ 528,517

$ 68,419

7.72:1 .0

1.10:1.0

@no

1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 7.19(b) of the Agreement and (ii) cash of

the Credit Group which has been posted as collateral under any Swap Contract)

2 365

3 Product of Line 81 and Line 82

4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation

5 Ratio of Line 83 to Line 84

6 Line 85 must be greater than or equal to


365

664,972,330

$ 3,513,227

75 days

Ciii)no

FORM OF COMPLIANCE CERTIFICATE (Series 20141)

To: U.S. Bank National Association (the "Purchaser ")

This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between U.S. Bank National Association (the "Purchaser") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTI FIES THAT:

1. I am the Treasurer ofthe Corporation.


3. The unaudited financial statements referred to in Section 6.01(a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.01(a)(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.



None ------------------------------------------------------

5. In accordance with Section 6.01(ii)(2)(iv) ofthe Agreement, I certify on behalfofthe

Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 of the Agreement required to be satisfied as of the end ofthe Relevant Period, and specifically that as of December 31, 20 I 4, for the Relevant Period:

(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7. 72, for the 12-month period then ended.][Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31 , 2014.

(b) Annex I attached hereto sets forth financial data and computations evidencing the

Credit Group's compliance with the above covenants of the Agreement, all of which data and computations are true, complete and correct.


SSM HEALTH CARE CORPORA TlON

By:?£_·~~ Vame: Kris A?z~mlr Its: Treasurer

1483577.02

2



COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT

DATED AS OF MAY 1, 2014

CALCULATIONS AS OF DECEMBER 31 , 2014.








$ 528,517

$ 68,419

7.72:1.0

1.10:1.0

@no

1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821 ,842 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of


2 365






365

664,972,330

$ 3,513,227

189 days

75 days

@no

FORM OF COMPLIANCE CERTIFICATE

To: Union Bank, N.A. (the "Agent")

This Compliance Certificate is furnished pursuant to that certain Libor Rate Loan Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") among the HEALTH AND EDUCATIONAL F ACILIT!ES AUTHORITY OF THE STATE OF MISSOURI, a body politic and corporate and public instrumentality organized and existing under the laws ofthe State of Missouri (the "Authority"), SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Borrower") for itself as Borrower and as Obligated Group Agent on behalf of the Obligated Group, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , as bond trustee (the "Trustee ") and UNION BANK, N.A. , as Agent for the Lenders (the "Agent"), and for itself as Initial Lenders, and the other Lenders from time to time a party thereto. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


1. I am the Treasurer ofthe Borrower.


3. The unaudited financial statements referred to in Section 5.01(a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Agent and the quarterly financial statements previously furnished to the Agent pursuant to Section 5.01(a)(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.



None ---------------------------------------------------

5. In accordance with Section 5.01(b)(ii)(4) of the Agreement, I certify on behalf of the

Borrower that the Credit Group is in compliance with the financial covenants in Section 5.20-of the

Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of

December 31, 20 14, for the Relevant Period:

(a) Pursuant to Section 5.20(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 5.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.

(b) Annex 1 attached hereto sets forth financial data and computations e'·idencing the



SSM HEALTH CARE CORPORA TJON

By 2~· ~~ j)tame: Kris A?z~mlr Its: Treasurer

1483577.02 2





CALCULATIONS AS OF DECEMBER 31,2014.








$ 528,517

$ 68,419

7.72:1.0

1.10:1.0

CiiiJ no

Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of


2 365






365

664,972,330

$ 3,513,227

189 days

75 days

@no

FORM OF COMPLIANCE CERTIFICATE (Series 2014K)

To: PNC Bank, National Association (the "Purchaser")

This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between PNC Bank, National Association (the "Purchaser ") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation ") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.




3. The unaudited financial statements referred to in Section 6.01(a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.01(a)(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.



None -------------------------------------------------------

5. In accordance with Section 6.01(ii)(2)(iv) ofthe Agreement, I certify on behalfofthe

Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 ofthe Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31,2014, for the Relevant Period:

(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of

December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.

(b) Annex 1 attached hereto sets forth financial data and computations evidencing the



SSM HEALTH CARE CORPORA TJON

By 7£_. ~~ }>7ame: Kris A.7z;~ffilr Its: Treasurer

1483577.02 2













$ 528,517

$ 68,419

7.72:1.0

1.10:1.0

@no



2 365






365

664,972,330

$ 3,513,227

189 days

75 days

@no

FORM OF COMPLIANCE CERTIFICATE

To: Wells Fargo Bank, National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Revolving Credit Agreement dated February 28, 2014 (as amended, modified, renewed or extended from time to time, the "Agreement") among SSM Health Care Corporation, a Missouri nonprofit corporation (the "Corporation") as Obligated Group Agent on behalf of itself and each Member of the Obligated Group, The Northern Trust Company, as a Bank, and Wells Fargo Bank, National Association, as Administrative Agent and as a Bank. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.



2. This Compliance Certificate is provided with respect to the calendar quarter ending on December 31, 2014 (the "Relevant Period").

3. The unaudited financial statements referred to in Section 6.1 (i)(l) for the most recent calendar quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Administrative Agent and the quarterly financial statements previously furnished to the Administrative Agent pursuant to Section 6.1(i)(l); and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.

4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as ofthe date of this Compliance Certificate, except as set forth below:

The following Events of Default or Defaults exist, and with respect to each such Event of Default or Default I have described in detail the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and the remedial steps which the Corporation has taken, is taking, or proposes to take to correct or remedy such Default:

None ______________________________________________________ _

5. In accordance with Section 6.1 of the Agreement, I certify on behalf of the Corporation that the Corporation is in compliance with the financial covenants in Section 6.19 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31 , 2014, for the Relevant Period:

(a) Pursuant to Section 6.19(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 6.19(b), the Days' Cash on Hand Ratio is 189 days as ofDecember 31,2014.

Wells & NT compliance 14Q4 90 days. doc

(b) Annex 1 attached hereto sets forth financial data and computations e\·idencing the Credit Group's compliance with the above covenants of the Agreement, all of which data and




By: Ji:_. ~~ ?arne: Kris A?z~mlr Its: Treasurer

1483577.02 2



COMPLIANCE CALCULATIONS FOR REVOLVING CREDIT AGREEMENT

DATED FEBRUARY 28, 2014

CALCULATIONS AS OF DECEMBER 31 , 2014.

A. Historical Debt SeNice Coverage Ratio of the Credit Group (Section 6.19(a))

1 Income Available for Debt SeNice

2 Debt SeNice Requirements on Funded Indebtedness





$ 528,517

$ 68,419

7.72:1.0

1.10:1.0

@no



2 365






365

664,972,330

$ 3,513,227

189 days

75 days

@no

Citibank N.A. 2nd Floor 399 Greenwich Street New York, NY 10013

OFFICER'S CERTIFICATE

Attn: Manager Credit and Financial Products

Re: Officer's Certificate for Fiscal Quarter Ending December 31, 2014

Ladies and Gentlemen:

This Compliance Certificate is furnished pursuant to that certain Libor Rate Loan Agreement dated July 26, 2012, (as amended, modified, renewed or extended from time to time, the "Agreement") among CITIBANK, N.A. (the "Initial Lender'') , the HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI, a body politic and corporate and public instrumentality organized and existing under the laws of the State of Missouri (the "Authority"), SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Borrower") for itself as Borrower and as Obligated Group Agent on behalf of the Obligated Group, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , as bond trustee (the "Trustee") and CITIBANK, N.A. , as agent for the Lenders (the "Agent"), and for itself as Initial Lender (the "Initial Lender") and the other Lenders from time to time a party thereto. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.


1. I am the Treasurer of the Borrower.

2. This Compliance Certificate is provided with respect to the calendar quarter ending on December 31 , 2014 (the "Relevant Period").

3. Under my supervision, the Borrower has made a review of its activities during the preceding Fiscal Year for the purpose of determining whether or not the Borrower has complied with all of the terms, provisions, covenants and conditions of this Agreement and the Related Documents, and to the best of my knowledge the Borrower and each Member has kept, observed, performed and fulfilled each term, provision, covenant and condition and (except as set forth in paragraph 4 below) is not in Default in the performance or observance of any of the terms, covenants, provisions or conditions of this Agreement or any of the other Related Documents; and

4. I have no knowledge of the existence of any condition or event which constitutes a Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:

The following Defaults exist , and with respect to each such Default I have described in detail the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking or proposes to take to correct or remedy such Default:

NONE

1:\123\TREASURY\Compliance\90 davs\Citi Exh ibit 8 201 2 Cert 4Q14.docx

5. In accordance with Section 5.02(c) of the Agreement, I certify on behalf of the Borrower that the Borrower is in compliance with the financial covenants in Section 5.16 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31 , 2014, for the Relevant Period:

(a) Pursuant to Section 5.16(a), the Historical Debt Service Coverage Ratio 7.7, for the 12-month period then ended December 31 , 2014. Pursuant to Section 5.16(b), the Days' Cash on Hand Ratio is 189 days as of the last day of such Fiscal Quarter.

(b) Annex A attached hereto sets forth financial data and computations evidencing the Borrower's compliance with the above covenants of the Agreement, all of which data and computations are true, complete and correct.



sy zL·d ~ 7 • 7

Name Kris A. Zimmer

Title Tteasurer

1:\1 23\TREASURY\Comoliance\90 days\Citi Exhibit B 2012 Cert 4Q14.docx

HISTORICAL DEBT SERVICE COVERAGE

Fiscal Year Ended December 31, (in thousands)

Net Income Loss on early extinguishment of debt Depreciation and amortization Impairment loss Unrealized (gains) losses MTM adjustment on interest rate swaps Interest expense

Total income available

Actual debt service Actual debt service coverage

LIQUIDITY

Current Assets: Cash and Investments Days Cash and Investments

Assets Whose Use is Limited (excluding trustee-held funds, self insurance trust funds and donor restricted funds)

Cash and Investments Days Cash and Investments

Total Days Cash and Investments

SOURCES OF PATIENT REVENUES

Medicare Medicaid Managed Care Commercial. Se~-Pay and Other

UTILIZATION BY MARKET

Licensed Beds

Page 1 of 2

As of 12/3112014

2013 2014

$202,684

171 .378 6,735

(62,516) (60.512) 42,455

$300,224 $ 300,224

$60,280 50 X

$ 191 ,828 2,316

204,403 18,520 24,501 56,230 30,719

$ 528,517 $ 528,517 Annualized $ 68,419

7.7 X

Fiscal Year Ended December 31, (in thousands)

2012 2013 2014

$95,418 12

$124,995 15

$119,605 12

$1 ,397,425 $1,475,994 $1 ,702,237 183 181 177 195 100 189

Net Revenue by Payor Fiscal Year Ended December 31 ,

2012 2013 2013

29% 15% 48% 8%

100%

27% 15% 48% 10%

100%

31% 14% 44% 11%

100%

Region Acute Post Acute

SSMH -St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Illinois SSMH - Mid Missouri St. Francis, Maryville

Total

Admissions

Region

SSMH -St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Illinois SSMH - Mid Missouri St. Francis, Maryville

Total

Total Patient Days

SSMH - St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Ill inois SSMH - Mid Missouri St. Francis, Maryville

Total

1.901 0 590 311 788 0 247 0 255 0

!1.1 Q 3,862 311

2012 2013

82,438 80,455 26,303 26,294 22,248 26,057 13.180 12.71 4 8,067 8,629 1.390 1,461

153,626 155,610

2012 2013

390,334 388,539 207,934 208,106 157,852 173,282 50,521 49,461 32,939 34,250 6,140 6,378

845,720 858,016

Admission and patient day data include acute, rehabilitation and long-term care. Page 2 of 2

2014

82,824 25,715 24,003 12,484 8,737 1,646

156,369

2014

393,676 206.165 168,116 47,705 34,494 6,349

856,505

312612015

For the Quarter/Year ended December 31 , 2014 ("Statement Date")

AnnexA to the Compliance Certificate

I. Section 5.16(a)- Historical Debt Service Coverage Ratio

A. Income Available for Debt Service for the twelve month period ending on the Statement Date:

B. Debt Service Requirements on Funded Indebtedness for the twelve month period ending on the Statement Date:

C. Debt Service Coverage Ratio (Line II.A.9/ Line 11.8):

Measured quarterly

Minimum required:

II. Section 5.16(b)- Days Cash on Hand Ratio.

A. Aggregate Cash of the Obligated Group at the Statement Date:

B. Total Operating Expenses for the 12 month period ending at the Statement Date:

C. Days Cash (line II .A. * 365 I Line 11.8):

Measured on the second fiscal quarter and fourth fiscal quarter.

Minimum required:

$528,517

$68,419

7.7 to 1

1.1 to 1

$1,821,842

3,513,227

189 to 1

75 to 1

3/26/201 5

FORM OF COMPLIANCE CERTIFICATE (Series 20 14J)

To: JPMorgan Chase Bank, National Association (the "Purchaser ")

This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between JPMorgan Chase Bank, National Association (the "Purchaser") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation ") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERS IGNED HEREBY CERTIFIES THAT:



3. The unaudited financial statements referred to in Section 6.01(a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.01 (a)(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.



None ---- --------------------------------------------------

5. In accordance with Section 6.01 (ii)(2)(iv) of the Agreement, I certify on behalf of the

Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31,2014, for the Relevant Period:

(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of

December 31, 2014 is 7.72:1.0, for the 12-month period then ended. Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31, 2014.

(b) Annex 1 attached hereto sets forth financial data and computations evidencing the

Credit Group's compliance with the above covenants of the Agreement, all of which data and




By: 2~- ~~ Vame: Kris A?Z~mnlr Its: Treasurer

1483577.02

2













$ 528,517

$ 68,419

7.72:1.0

1.10:1.0

@no



2 365






365

664,972,330

$ 3,513,227

189 days

75 days

Ciii'Jno

SSM HEALTH

ADDITIONAL BALANCE SHEET INFORMATION AS OF DECEMBER 31, 2014 (In thousands)

CREDIT OTHER

QBQJ.!.E ENTITIES ELIMINATIONS GRAND TOTAL

ASSETS

CURRENT ASSETS: Cash and cash equivalents $ 50,209 45,350 $ $ 95,559 Short-term investments 69,396 73,268 142,664 Current portion of assets limited as to use 170,070 45,283 215,353 Patients accounts receivable, less allowance for uncollectible accounts 471,736 19,717 (18,907) 472,546 Premium receiVable 7,334 7,334 Other receivables 177,032 30,061 (21,212) 185,881 Inventories, prepaid expenses, and other 101,398 8,369 (1,822) 107,945 Estimated third-party payor settlements 14,584 5 !4,598) 9,991

Total current assets 1,054,425 229,387 (46,539) 1,237,273

ASSETS LIMITED AS TO USE OR RESTRICTED- Excludong current portion 1,988,122 353,101 2,341 ,223

PROPERTY AND EQUIPMENT- Net 1,865.603 70.434 1,936,037

OTHER ASSETS: Deferred financing costs- net 7,886 7,886 Goodwoll 92,349 20,082 112,431 Intangibles - net 241 ,407 43.706 285,113 Investments in unconsolidated entities 221,915 6,759 (150,297) 78.377 Other 30,332 306 !22,1 41) 8 497

Total other assets 593,889 70853 (172,438) 492,304

TOTAL $ 5 502 039 $ 723 775 $ C218 9Z?l $ 6 006837

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES: Revolving line of credit $ 100,000 $ 188 $ $ 100,1 88 Current portion of long-term debt and capital lease obligations 35,243 574 (480) 35,337 Accounts payable and accrued expenses 569,763 263.329 (46,276) 786,816 Short-term debt 199,937 199,937 Commercial paper 300,000 300,000 Unearned premiums 19,084 19,084 Payable under securities lending agreements 125,553 717 126,270 Estimated third-party payor settlements 114 977 26 115,003

Total current liabilities 1,445,473 283,918 (46,756) 1,682,635

LONG-TERM DEBT- Excluding current portion 1,355,027 29,190 (22,141 ) 1,362,076

ESTIMATED SELF-INSURANCE OBLIGATIONS 72.572 10,024 82,596

CAPITAL LEASE OBLIGATIONS- Excluding current portion 16,575 6,365 22,940

UNFUNDED PENSION LIABILITY 717,619 717,619

OTHER LONG-TERM LIABILITIES 259.471 29.727 289,198

Total liabilities 3,886,737 359,224 (68.897) 4,157,064

NET ASSETS: Unrestricted:

Noncontrolling onterest in subsidianes 18,678 2,629 21 .307

SSM Health unrestricted net assets 1 555,514 303 503 (98,080) 1,760,937

Total unrestricted net assets 1,574,192 306,132 (98,080) 1,782,244 Temporarily restricted 35,607 41 ,676 (35,258) 42,025

Permanently restricted 25,503 16 743 (16,742) 25,504

Total net assets 1,635,302 364 551 (150,080) 1,849,773

TOTAL ~ § ~Q~ Q3~ ~ 12~ zz~ ~ (2Je ~ZZl ~ 6 OQ§ 8~Z

SSM HEALTH

ADDITIONAL INCOME STATEMENT INFORMATION AS OF DECEMBER 31 , 2014 (In thousands)

OPERATING REVENUES AND OTHER SUPPORT

Net patient service revenues

Premiums earned

Investment income

Other revenue

Net assets released from restrictoons

Total opera ting revenues and other support

OPERATING EXPENSES:

Salaries and benefits

Medical claims

Supplies

Professional lees and other

Interest

Depreciation and amortization

Impairment loss

Total operating expenses

INCOME (LOSS) FROM OPERATIONS

NONOPERATING GAINS AND (LOSSES):

Investment income

Loss from early extinguishment of debt

Other-net

Total nonoperating gains and (losses)- net

EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN

FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES

CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS

EXCESS OF REVENUES OVER EXPENSES BEFORE INCOME TAXES

INCOME TAXES

EXCESS OF REVENUES OVER EXPENSES

CREDIT GROUP

3,560,984

85.871

16,386

252.276

120

3 915,637

1,954,497

670,675

834,825

50,113

204,386

18,322

3,732,818

182,819

59,613

(2,316)

547

57,844

240,863

(56,231)

184,432

(7,396)

$ 191828

OTHER ENTITI ES ELIMINATIONS GRAND TOTAL

235,342 (435,184) 3,361 ,1 42

1,168,505 (61,169) 1,193,207

33,598 49,984

270,001 (236,078) 286.199

5,084 5.204

1,7 12,530 (732,431) 4 895 736

514,362 (208,800) 2,260,059

924,631 (460,827) 463.804

48,190 718,865

238,294 (66,477) 1,006,642

3,479 (846) 52,746

24,433 228,819

18,322

1,753,389 (736,950) 4,749,257

(40,859) 4 519 146,479

1,012 60,625

(2,316)

(50) 497

962 58806

(39,897) 4 ,519 205.285

(764) (56,995)

(40,661) 4,519 148,290

8,333 937

$ (48,994) $ 4,519 $ 147 353

SSM HEALTH

CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF DECEMBER 31 , 2014 (In thousands)

CREDIT OTHER

GROUP ENTITIES ELIMINATIONS GRAND TOTAL

CASH FLOWS FROM OPERATING ACTIVITIES:

Change in net assets (188,968) 56,565 14,692 (117,711)

Adjustments to reconcile change in net assets to net cash

provided by (used in) operating activities:

Pension related changes 265,456 265,456

Depreciation and amortization 209,776 19,043 228,819

Impairment Loss 18,322 18,322

Loss - Early extinguishment debt 2,316 2,316

Bad debts 192,518 13,944 206,462

Restricted contributions (1,190) {1,190)

Contributions/distributions to noncontrolling owners - net 3,476 437 3,913

Realized/unrealized gains and losses on investments- net (49,788) (29,198) {78,986)

Equity in earnings - unconsolidated entities {13,055) 6,086 {14,912) {21 ,881)

Change in valuation of investments in unconsolidated entities 328 328

Change in market value of interest rate swaps 56,232 763 56 ,995

(Loss) Gain on disposal of assets {43) 619 576

Changes in assets and liabilities:

Short-term investments 42,249 {29,269) 12,980

Patient accounts receivable {11 0,994) (32,523) (2,512) (146,029)

Other receivables, inventories, prepaid expenses, and other 27,688 (133,257) 18,072 (87,497)

Accounts payable, accrued expenses, and other liabilities (218,232) 70,572 (16,666) (164,326)

Estimated self-insurance obligations 13,162 1,701 14,863

Net cash provided by (used in) operating activities 250,443 (55,707) (1 ,326) 193,410

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in property and equipment- net (224,185) (11,723) (235,908)

Net change in assets limited as to use or restricted (115,723) 19,756 (95,967)

Acquisition of hospitals and health care entities (466) (466)

Net change in other assets 21,418 (4,871) 16,547

Net cash provided by (used in) investing activities (318,956) 3,162 (315,794)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on long-term debt 589,810 589,810

Payments on long-term debt (465,015) (94,051) 1,326 (557 ,740)

Net change in revolving line of credit 100,000 (85,037) 14,963

Net change in short-term borrowings and commerical paper 109,932 109,932

Debt issuance cost (4,474) (4.474)

Distribution to noncntrl owners (3,476) (437) (3,913)

Contributions from noncntrl owners

Equity Transfers (221,605) 221 ,605

Restricted contributions 1,190 1,190

Net cash provided by (used in) financing activities 105,172 43,270 1,326 149,768

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 36,659 (9,275) 27,384

CASH AND CASH EQUIVALENTS- Beginning of year 13,550 54 ,625 68, 175

CASH AND CASH EQUIVALENTS -12/31/14 50,209 45,350 95,559

SSM HEALTH

ADDITIONAL OPERATING STATS INFORMATION AS OF DECEMBER 31, 2014

BEDS

LICENSED BEDS- TOTAL

STAFFED BEDS- TOTAL

ACUTE PATIENT SERVICES

ADMISSIONS*

PATIENT DAYS'

AVERAGE LENGTH OF STAY

SKILLED PATIENT SERVICES

ADMISSIONS*

PATIENT DAYS*


OUTPATIENT SURGERIES

OUTPATIENT V ISITS

EMERGENCY ROOM V ISITS

PERCENTAGE OCCUPANCY**

PERCENTAGE OF GROSS REVENUES BY PAYOR MIX

Medicare

Medicaid

Managed Care

Other

* Excludes newborns

•• Of beds in service

Total

CREDIT

GROUP

4,173

3,486

155,195

721 .116

4.6

1,174

135,389

115.3

62,371

1,399,683

659,784

67.3%

37%

13%

39%

11 %

100%

OTHER

ENTITIES

22%

8%

58%

12%

100%

ELIMINATIONS GRAND TOTAL

4,173

3,486

155,195

721,116

4.6

1 ' 174

135,389

115.3

62,371

1,399,683

659,784

67.3%

36%

12%

41%

11%

100%

SSM HEALTH

ASSETS LIMITED AS TO USE OR RESTRICTED AS OF DECEMBER 31, 2014 (In thousands)

CREDIT OTHER


Board designated:

Property and equipment $ 1,702,236 $ 300,526 $ $ 2,002,762

Other 141,738 141,738

Reserves in regulated insurance company 4,181 12,147 16,328

Held by trustees:

Project Funds 14,897 14,897

Funds held in escrow 15,002 15,002

Bond funds 5,875 5,875

Self-insurance 154,601 11 ,574 166,175

Collateral held under swap agreements

Collateral held under securities lending agreements 125,554 716 126,270

Total assets limited as to use 2,149,082 339,965 2,489,047

Temporarily restricted funds 349 41,676 42,025

Permanently restricted funds 8,760 16,743 25,503

Total assets restricted as to use 9,109 58,419 67,528

Tota l assets limited as to use or restricted 2,158,192 398,384 2,556,576

Less: current portion (170,070) (45,283) (215,353)

Noncurrent portion $ 1,988,122 $ 353,101 $ $ 2,341,223

SSM HEALTH

ADDITIONAL INCOME STATEMENT INFORMATION FOR THE QUARTER ENDED DECEMBER 31, 2014 In thousands

CREDIT OTHER GROUP ENTITIES ELIM INATIONS GRAND TOTAL

OPERATING REVENUES AND OTHER SUPPORT:

Net patient service revenues $ 953,618 $ 41 ,013 $ (141 ,421) 853,210

Premiums earned 32,761 293.476 (18,278) 307,959

Investment income 10,092 3,003 13,095

Other revenue 65,695 70.430 (66,079) 70,046

Net assets released from restrictions 57 1,392 1 449

Total operating revenues and other support 1.062,223 409,314 (225,778) 1,245,759

OPERATING EXPENSES:

Salaries and benefits 540,649 102,906 (54.760) 588,795

Med1cal supplies 249.606 (151,495) 98,111

Supplies 192.484 5.015 197.499

Professional fees and other 230,557 58,366 (19,582) 269,361

Interest 13,824 373 (209) 13,988


Impairment loss 18,322 18,322

Total operating expenses 1,051,773 419,362 (226,046) 1,245,089

INCOME (LOSS) FROM OPERATIONS 10,450 (10,048) 268 670

NONOPERATING GAINS AND (LOSSES):

Investment income 22,192 52 22,244

Loss from early extingUishment of debt

Other-net 95 16 111

Total nonoperating gains and (losses)- net 22,287 68 22,355


FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES 32.737 (9,980) 268 23,025

CHANGE IN FAIR \ALUE OF INTEREST RATE SWAPS (33,077) (33,077)

EXCESS OF OF REVENUES 0\'ER EXPENSES BEFORE INCOME TAXES (340) (9,980) 268 (10,052)

INCOME TAXES (7,800) 8,324 524

EXCESS OF REVENUES OVER EXPENSES $ 7.460 $ (18.304) $ 268 $ (10,576)

SSM HEALTH

ADDITIONAL BALANCE SHEET INFORMATION AS OF DECEMBER 31 , 2013 (In thousands)

CREDIT OTHER


ASSETS

CURRENT ASSETS: Cash and cash equivalents $ 13,550 $ 54,625 $ $ 68,175

Short-tenn investments 111,445 44,199 155,644 Current portion of assets limited as to use 231,319 48,050 279,369 Patients accounts receivable, less allowance for uncollectible accounts 485,539 64,454 (22,087) 527,906

Premium receivable 6,665 6,665

Other receivables 24,858 102,571 (5,772) 121,657

Inventories, prepaid expenses, and other 75,345 22,751 (2,074) 96,022

Estimated third-party payor settlements 11,795 11 ,795

Total current assets 953,851 343,315 (29,933) 1,267,233

ASSETS LIMITED AS TO USE OR RESTRICTED - Exclud ing current portion 1,757,216 446,461 2,205,677

PROPERTY AND EQUIPMENT- Net 1,568,973 292,285 1,861,258

OTHER ASSETS:

Deferred financing costs - net 6,261 112 6,373

Goodwill 28,312 98,942 127,254

Intangibles - net 78,264 233,125 311,369 Investments In unconsolidated ent~ies 228,535 16,175 (166,584) 78,126

Other 29,413 4,093 (23,41 1) 10,095

Total other assets 370,765 352.447 (169,995) 533,237

TOTAL $ 4 65Q 825 $ 1 436 508 $ (219 9281 $ 5 867 405

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES: Revolving line of credit $ $ 65,225 $ $ 85,225

Current portion of long-tenn debt 40,184 11,552 (535) 51,201

Accounts payable and accrued expenses 299,817 396,076 (29,609) 666,264

Notes payable 400,000 400,000

Unearned premiums 39,683 39,663

Payable under securities lending agreements 206,438 907 207 ,345 Estimated third-party payor settlements 133,396 8 133,404

Total current liabil~ies 1,079,635 533,451 (30,144) 1,583,142

LONG-TERM DEBT- Excluding current port ion 1,241,679 118,628 (23,412) 1,336,895

ESTIMATED SELF-INSURANCE OBLIGATIONS 51,409 16,661 68,070

OTHER LONG-TERM LIABILITIES 850 971 60,843 911 ,814

Total liabilities 3,223,894 729,583 (53,556) 3,899,921

NET ASSETS:

Unrestricted: Noncontrolling interest in subsidiaries 17,445 2,878 20,323

SSM Health unrestricted net assets 1,350 810 647,688 (116,380) 1,882,118

Total unrestricted net assets 1,368,255 650,566 (116,380) 1,902,441

Temporarily restricted 36,389 42,440 (36,073) 42,756

Pennanently restricted 22,287 13,919 (13,919) 22,287

Total net assets 1,426,931 706,925 (166,372) 1,967,464

TOTAL ~ ~ !l:iQ ~'li ~ l :!~§ :iQ§ ~ !mml ~ ~ a~z :IQ~

SSM HEALTH

ADDITIONAL INCOME STATEMENT INFORMATION AS OF DECEMBER 31 , 2013 (In thousands)

CREDIT OTHER GROUP ENTITIES ELIM INATIONS GRAND TOTAL

OPERATING REVENUES AND OTHER SUPPORT:

Net patient service revenues $ 2,9 17,952 $ 260,571 $ (66,066) $ 3,112.457

Premiums earned 9,882 359,933 (8,935) 360,880

Investment income 52,672 17.639 70,311

Other revenue 204,280 277.111 (216,076) 265,315

Net assets released from restricttens 174 5,501 5,675

Total operating revenues and other support 3,184,960 920,755 (291,077) 3,814,638

OPERATING EXPENSES:

Salaries and benefits 1,654,643 547,260 (1 69,956) 2,031 ,947

Medical claims 208,054 (66,066) 14 1,988

Supplies 557,560 57,759 (4) 615,335

Professional fees and other 742,135 156,700 (41,378) 857,457

Interest 43,230 4,332 (876) 46,686


Impairment loss 6 ,735 6,735

Total operating expenses 3,175,642 991,597 (278,280) 3,888,959

INCOME (LOSS) FROM OPERATIONS 9,318 (70,842) (12,797) (74,321)

NONOPERATING GAINS AND (LOSSES)·

Investment income 134,072 6,672 140,744

Loss from early extinguishment of debt

Other-net 496 (124) 372

Total nonoperating gains and (losses)- net 134,568 6,548 141,116


FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES 143,886 (64,294) (12,797) 66,795

CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS 60,512 1,027 61 ,539

EXCESS OF REVENUES OVER EXPENSES BEFORE INCOME TAXES 204,398 (63,267) (12,797) 128,334

INCOME TAXES 1.714 (42) 1,672

EXCESS OF REVENUES OVER EXPENSES $ 202,684 $ (63,225) (12,797) $ 126,662

SSM HEALTH

CONSOUDATEDSTATEMENTSOFCASHFLOWS AS OF DECEMBER 31, 2013 {In thousands~

CREDIT OTHER


CASH FLOWS FROM OPERATING ACTIVITIES:

Change in net assets 399,201 36,407 (34,743) 400,865

Adjustments to reconcile change in net assets to net cash

provided by (used in) operating activities:

Pension related changes (266, 178) (2,428) (268,606)


Impairment Loss 6,735 6,735

Loss - early extinguishment debt

Bad debts 190,283 14,589 204,872

Restricted contributions (1 ,843) (1,843)

Contributions/distributions to noncontrolling owners - net 3,608 3,608

Realized/unrealized gains and losses on investments- net (157,046) (21,626) (178,672)

Equity in earnings - unconsolidated entities (9,509) (10,470) (19,979)

Change in valuation of investments in unconsolidated entities 125,515 (160,1 33) 34,741 123

Change in market value of interest rate swaps (60,512) (1,027) (61 ,539)

Gain (loss) on disposal of assets 422 (169) 253

Changes in assets and liabilities:

Short-term investments (32,658) 2,401 (30,257)

Patient accounts receivable (169,989) (7,009) 22,087 (154,91 1)

Other receivables, inventories, prepaid expenses, and other (3,819) (4,508) 1,659 (6,668)

Accounts payable, accrued expenses, and other liabilities 136,233 (102,121 ) (23,547) 10,565

Estimated self-insurance obligations (12,226) (1 ,044) (13,270)

Net cash provided by (used in) operating activities 321 ,699 (241 ,693) 197 80,203

CASH FLOWS FROM INVESTING ACTIVITIES:

Increase in property and equipment- net (157,298) (12,378) (169,676)

Net change in assets limited as to use or restricted 30,882 (59,624) (28,742)

Acquisition of hospitals and health care entities 1,400 (1 54,812) (153,412)

Net change in other assets (21 ,198) (7,087) (28,285)

Net cash provided by (used in) investing activities (146,214) (233,901) (380,115)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on long-term debt

Payments on long-term debt (35,843) (9,182) (197) (45,222)

Net change in revolving line of credit (37,430) 25,000 (12,430)

Notes payable - net 400,000 400,000

Debt issuance cost (76) (76)

Distribution to noncntrl owners (3,618) (3,618)

Contributions from noncntrl owners 10 10

Equity transfers (502,900) 502,900

Restricted contributions 1,843 1,843

Net cash provided by (used in) financing activities (1 79,781) 520,485 (197) 340,507

NET INCREASE (DECREASE) IN CASH A ND CASH EQUIVALENTS (4,296) 44,891 40,595

CASH AND CASH EQUIVALENTS - Beginning of year 17,846 9,734 27,580

CASH AND CASH EQUIVALENTS- 12/31/13 13,550 54,625 68,175

SSM HEALTH

ADDITIONAL OPERATING STATS INFORMATION AS OF DECEMBER 31,2013

BEDS

LICENSED BEDS- TOTAL

STAFFED BEDS- TOTAL

ACUTE PATIENT SERVICES

ADMISSIONS*

PATIENT DAYS*


SKILLED PATIENT SERVICES

ADMISSIONS*

PATIENT DAYS*


OUTPATIENT SURGERIES

OUTPATIENT VISITS

EMERGENCY ROOM VISITS

PERCENTAGE OCCUPANCY**

PERCENTAGE OF GROSS REVENUES BY PAYOR MIX

Medicare

Medicaid

Managed Care

Other Total

CREDIT

GROUP

4,176

3,531

154,447

719,203

4.7

1,163

138,813

119.4

63,262

1,332,598

625,025

66.6%

27%

15%

48%

10%

OTHER

ENTITIES

27%

4%

38%

31%

ELIMINATIONS GRAND TOTAL

4,176

3,531

154,447

719,203

4.7

1,163

138,813

119.4

63,262

1,332,598

625,025

66.6%

27%

14%

47%

12%

=========================================== 100% 100% 100%

• Excludes newborns

•• Of beds in service

SSM HEALTH

ASSETS LIMITED AS TO USE OR RESTRICTED AS OF DECEMBER 31, 2013 (In thousands)

CREDIT OTHER


Board designated:

Property and equipment $ 1,475,995 $ 375,418 $ $ 1,851 ,413

Other 130,270 130,270

Reserves in regulated insurance company 19,802 19,802

Held by trustees:

Project funds

Funds held in escrow 30,002 30,002

Bond funds 5,995 5,995

Self-insurance 161 ,152 14,024 175,176

Collateral held under swap agreements

Collateral held under securities lending agreements 206,438 907 207,345

Total assets limited as to use 1,979,850 440,153 2,420,003

Temporarily restricted funds 316 42,440 42,756

Permanently restricted funds 8,368 13,919 22,287

Total assets restricted as to use 8,684 56,359 65,043

Total assets limited as to use or restricted 1,988,535 496,511 2,485,046

Less: current portion (231,319) (48,050) (279,369)

Noncurrent portion $ 1,757,216 $ 448,461 $ $ 2,205,677